Amended Statement of Beneficial Ownership (sc 13d/a)
09 July 2021 - 6:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of
1934
(Amendment No. 5)
Alterity Therapeutics Limited
(Name of Issuer)
Ordinary shares (“Ordinary Shares”)
(Title of Class of Securities)
Q7739U108
(CUSIP Number)
Amit Shashank, Esq.
Life Biosciences LLC
75 Park Plaza, Level 3
Boston, MA 02116
Telephone No.: 857-400-9245
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
July 2, 2021
(Date of Event Which Requires Filing of
this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. Q7739U108
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1
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Names of Reporting Person
Life Biosciences LLC
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
WC
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6
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Citizenship
or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
269,905,533
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8
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Shared Voting Power
None
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9
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Sole Dispositive Power
269,905,533
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10
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Shared Dispositive Power
None
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
269,905,533
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13
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Percent
of Class Represented by Amount in Row (11)
11.2%*
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14
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Type of Reporting Person (See Instructions)
OO
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* This calculation is based on information
publicly provided by the Issuer that 2,406,874,578 Ordinary Shares were outstanding as of July 2, 2021.
This Amendment No. 5 to
Schedule 13D (the “Amendment”) is being filed by Life Biosciences LLC, a limited liability company organized
under the laws of Delaware (the “Reporting Person” or “Life”), to amend the Statement on
Schedule 13D originally filed with the Securities and Exchange Commission on April 18, 2019, as amended on December 23, 2019, July 6,
2020, October 23, 2020 and November 24, 2020 (the “Schedule 13D”), with respect to the ordinary shares (the
“Ordinary Shares”) of Alterity Therapeutics Limited (the “Issuer”).
Unless specifically
amended hereby, the disclosure set forth in the Schedule 13D shall remain unchanged. Capitalized terms used but not otherwise defined
in this Amendment shall have the meanings set forth in the Schedule 13D.
This Amendment is
being filed to reflect the issuance of additional Ordinary Shares by the Issuer.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in
its entirety by the following:
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(a) - (b)
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The Reporting Person is the beneficial owner of 269,905,533 Ordinary Shares of the Issuer, representing
approximately 11.2% of the outstanding Ordinary Shares of the Issuer based upon 2,406,874,578 Ordinary Shares outstanding as
of July 2, 2021.
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(c)
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No transactions involving the Ordinary Shares of the Issuer were effected during the past sixty days by the Reporting Person.
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(d)
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To the knowledge of the Reporting Person, none of the persons set forth on Schedule I hereto has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares.
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Item 7. Material to be Filed as Exhibits
Exhibit 1
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Securities Purchase Agreement, dated December
21, 2018, by and between the Issuer and Life (incorporated herein by reference to the Schedule 13D filed on April 18, 2019).
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 8, 2021
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LIFE BIOSCIENCES LLC
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By:
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/s/Amit
Shashank, Esq.
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Name:
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Amit
Shashank, Esq.
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Title:
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General Counsel
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[Signature Page – Schedule
13D/A]
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS LIFE
BIOSCIENCES LLC
The operating agreement of Life Biosciences LLC (the “Company”)
provides that the Company’s directors shall constitute the managers for purposes of the Delaware Limited Liability Company Act
and shall have authority to delegate their day-to-day management responsibilities to one or more officers of the Company. The name, function,
citizenship and present principal occupation or employment of each of the Company’s directors and executive officers are set forth
below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with
Life Biosciences Inc. and (ii) the business address of each director and executive officer of the Company is 75 Park Plaza, Level 3,
Boston, MA 02116.
Name
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Relationship to Life Biosciences LLC
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Present Principal Occupation
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Citizenship
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Mehmood Khan, MD
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Executive Chairman
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Executive Chairman
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United States
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Gerald McLaughlin
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Chief Executive Officer and Director
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Chief Executive Officer
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United States
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David Sinclair, PhD
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Director
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Professor of Genetics, Harvard Medical School
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Australia
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Ilan Stern
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Director
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Chief Investment Officer, 166 2nd LLC
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United States
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Bracken Darrell
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Director
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Chief Executive Officer, Logitech International S.A.
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United States
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Stuart Gibson
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Director
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Co-Chief Executive Officer, ESR Cayman Limited
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United Kingdom
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Brian Malone
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Chief Financial Officer
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Chief Financial Officer
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United States and Republic
of Ireland
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Amit Shashank
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General Counsel
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General Counsel
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United States
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